8-KMaterial Agreements

CURTISS WRIGHT CORP 8-K Report, Material Agreement (Oct 11, 2006)

Filed October 11, 2006For Securities:CW

Summary

This 8-K filing from Curtiss-Wright Corporation (CW) on October 11, 2006, reports on a material definitive agreement entered into on October 9, 2006. The agreement is a restricted stock unit retention agreement with David Linton, Vice President of Curtiss-Wright Corporation and President of its Flow Control Corporation subsidiary. This action by the company underscores a focus on retaining key executive talent through significant long-term equity incentives. The agreement grants Mr. Linton 33,870 restricted stock units, equivalent to approximately $1 million in value based on the stock price from February 7, 2006. These units are subject to a long vesting period, not fully vesting until February 6, 2016, contingent upon continued employment and specific termination conditions. The structure of this award, including provisions for conversion, anti-dilution, and accelerated vesting under certain events like death, disability, or a change in control, indicates a strategic approach to executive compensation and alignment with shareholder interests.

Key Highlights

  • 1Curtiss-Wright entered into a restricted stock unit retention agreement with key executive David Linton on October 9, 2006.
  • 2The agreement grants 33,870 restricted stock units, valued at approximately $1 million based on the February 7, 2006 stock price.
  • 3The stock units have a long vesting period, scheduled to fully vest on February 6, 2016.
  • 4Vesting is contingent upon Mr. Linton remaining employed and not being terminated for 'Cause'.
  • 5The agreement includes provisions for conversion election by December 31, 2015, or deferral under Section 409A of the IRC.
  • 6Anti-dilutive adjustments and immediate vesting are stipulated for events like recapitalization, stock splits, death, disability, or a Change in Control.
  • 7The filing indicates a strategic effort to retain a key executive through a substantial long-term equity award.

Frequently Asked Questions

The main purpose of this Form 8-K filing is to report a material definitive agreement, specifically a restricted stock unit retention agreement entered into by Curtiss-Wright Corporation with one of its key executives, David Linton.

The restricted stock units granted to David Linton are valued at the equivalent of $1,000,000, based on the closing price of Curtiss-Wright's Common Stock on February 7, 2006.

The entire grant of restricted stock units is scheduled to vest on February 6, 2016, provided that Mr. Linton remains employed by Curtiss-Wright and is not terminated for 'Cause' as defined in the agreement.

The agreement provides for immediate vesting of the stock units upon Mr. Linton's death or disability, and also in the event of a Change in Control of Curtiss-Wright Corporation.